-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UQIGQ3iqKIGt2BesJJi2blc/+8K6qCg6XO32+GAfd99Sx5AI3lHW23fSU4QMpCOs Tveo1awtMLhRaaniR7XJRg== 0000310823-97-000019.txt : 19970623 0000310823-97-000019.hdr.sgml : 19970623 ACCESSION NUMBER: 0000310823-97-000019 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970619 EFFECTIVENESS DATE: 19970619 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HARTFORD STEAM BOILER INSPECTION & INSURANCE CO CENTRAL INDEX KEY: 0000310823 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 060384680 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-29605 FILM NUMBER: 97627137 BUSINESS ADDRESS: STREET 1: ONE STATE ST CITY: HARTFORD STATE: CT ZIP: 06102 BUSINESS PHONE: 2037221866 MAIL ADDRESS: STREET 1: ONE STATE STREET STREET 2: P.O. BOX 5024 CITY: HARTFORD STATE: CT ZIP: 06102-5024 S-8 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 19, 1997 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 THE HARTFORD STEAM BOILER INSPECTION AND INSURANCE COMPANY (Exact name of registrant as specified in its charter) Connecticut 06-0384680 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification number) One State Street, Hartford, Connecticut P.O. Box 5024 06102-5024 (Address of Principal Executive Offices) (Zip Code) THE HARTFORD STEAM BOILER INSPECTION AND INSURANCE COMPANY 1995 STOCK OPTION PLAN (Full Title of the Plan) R. Kevin Price, Corporate Secretary The Hartford Steam Boiler Inspection and Insurance Company One State Street, P.O. Box 5024, Hartford, CT 06102-5024 (860) 722-1866 (Name, address and telephone number, including area code of Agent for Service) CALCULATION OF REGISTRATION FEE =============================================================================== Proposed Maximum Proposed Aggregate Maximum Amount Offering Aggregate Amount of Title of Securities to be Price per Offering Registration To be Registered Registered Share(1) Price(1) Fee(1) - ------------------------------------------------------------------------------- Common Stock, no par value 1,850,000 shares $52.625 $97,356,250 $29,501.89 (1) Estimated solely for the purpose of calculating the amount of the registration fee using the average of the high and low sales prices of the Registrant's Common Stock on June 11, 1997 as reported by the New York Stock Exchange Composite Transactions Reporting System, in accordance with Rule 457(h). PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference The following documents filed with the Commission are hereby incorporated by reference in this Registration Statement: (a) The Registrant's Annual Report on Form 10-K for the year ended December 31, 1996. (b) All reports filed by the Registrant with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended since the end of the fiscal year ended December 31, 1996. (c) The description of the Registrant's Common Stock contained in its registration statement filed on Form 8-A dated April 21, 1990. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Item 4. Description of Securities Not applicable. Item 5. Interests of Named Counsel and Experts Certain legal matters in connection with the Plan have been passed on by Robert C. Walker, Esquire, Senior Vice President and General Counsel to the Company. Mr. Walker is eligible to participate in the plan. Mr. Walker's current holdings in Registrant common stock consist of the following: 2,032 shares held directly, approximately 303 shares held through the Registrant's Thrift Incentive Plan and approximately 100 shares held through the Registrant's Employee Stock Ownership Plan, and 60,000 presently exercisable stock options. Item 6. Indemnification of Directors and Officers Section 8 of the Company's Charter provides that to the fullest extent permitted by the Connecticut General Statutes, the personal liability of a director to the Company or its stockholders for monetary damages for breach of duty as a director shall be limited to an amount that is -2- not less than the compensation received by such director for serving the Company during the year of the violation. This limitation does not apply to a breach of duty of the director which (i) involves a knowing and culpable violation by a director; (ii) enables a director or an associate to receive an improper personal gain; (iii) shows a lack of good faith and a conscious disregard for the duty of the director to a company under circumstances in which the director was aware that his conduct or omission created an unjustifiable risk of serious injury to the company; (iv) constitutes a sustained and unexcused pattern of inattention that amounted to an abdication of the director's duty to the company; or (v) creates a liability for an unlawful distribution under the Connecticut Business Corporation Act ("CBCA"). The CBCA permits a corporation to indemnify its directors and officers against liability (including judgments, settlements, penalties and fines) if such individual acted in good faith, reasonably believed that his or her conduct was in the corporation's best interests and, in the case of criminal proceedings, had no reasonable cause to believe his or her conduct was unlawful. In a proceeding by or in the right of the corporation, the corporation may indemnify a director or officer only for reasonable expenses, and may not indemnify a director who is adjudged liable to the corporation. Indemnification is mandatory when an officer or director is successful in the defense of any proceeding. The CBCA also permits a corporation to pay or reimburse the reasonable expenses incurred by a director who is a party to an action, suit or proceeding (whether civil, criminal, administrative or investigative) in advance of the final disposition of such action, suit or proceeding provided that (i) such director affirms in writing such director's good faith belief that the standard of conduct required under the statute has been met; (ii) such director furnishes a written undertaking to repay the corporation if it is ultimately determined that such standard has not been met; and (iii) a determination is made pursuant to the statute that the facts then known would not preclude indemnification under the statute. The Company (with respect to indemnification liability) and its directors and officers (in their capacities as such) are insured against liability for wrongful acts (to the extent defined) under an insurance policy with limits of $25,000,000. Item 7. Exemption from Registration Claimed Not applicable. Item 8. Exhibits See Exhibit Index attached hereto. -3- Item 9. Undertakings The undersigned registrant hereby undertakes: (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; (2) that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; (3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; (4) that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by -4- it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. -5- SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hartford, State of Connecticut, on this 19th day of June 1997. THE HARTFORD STEAM BOILER INSPECTION AND INSURANCE COMPANY By: /s/ Gordon W. Kreh, President Gordon W. Kreh, President Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the date indicated. (Signature) (Title) /s/ Gordon W. Kreh President, Chief Executive Officer Gordon W. Kreh and Director /s/ Saul L. Basch Senior Vice President, Treasurer Saul L. Basch and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) (Richard G. Booth)* Director (Colin G. Campbell)* Director (Richard G. Dooley)* Director (William B. Ellis)* Director (E. James Ferland)* Director (Lois D. Rice)* Director (John M. Washburn, Jr.)* Director -6- (Wilson Wilde)* Director *By: /s/ Robert C. Walker Robert C. Walker Attorney-in-Fact June 19, 1997 -7- EXHIBIT INDEX EXHIBIT NUMBER PAGE NO. 5(i) Opinion of Robert C. 9 Walker as to the legality of the shares of common stock being registered 24(i)(a) Consent of Coopers & 11 Lybrand (b) Consent of Robert C. 9 Walker (contained in opinion listed in Exhibit 5(i) 25 Power of Attorney 12 -8- EX-5 2 Exhibit 5(i) June 19, 1997 The Hartford Steam Boiler Inspection and Insurance Company One State Street P.O. Box 5024 Hartford, CT 06102-5024 Ladies and Gentlemen: In reference to the Registration Statement of The Hartford Steam Boiler Inspection and Insurance Company (hereinafter the "Company") on Form S-8 which is being filed with the Securities and Exchange Commission in connection with the registration of the Company's common stock, without par value (the "Common Stock") to be offered under The Hartford Steam Boiler Inspection and Insurance Company 1995 Stock Option Plan (the "Plan"), you have asked my opinion as General Counsel of the Company, on the validity of the issuance of the shares being registered. In rendering this opinion, I, or attorneys under my supervision, have examined the Plan, the Company's Charter and By-laws as presently in effect, the minutes of applicable Board meetings relating to the Plan, and such other records of the Company which I deem necessary under the circumstances. Based on the foregoing, I am of the opinion that: 1) The Company is duly organized, existing and in good standing under the laws of the State of Connecticut. 2) The Company has authority to issue 50,000,000 shares of common stock with no par value, of which 19,830,798 are presently issued and outstanding. 3) The 1,850,000 shares of Common Stock which are to be offered pursuant to said Registration Statement when sold as contemplated by the Registration Statement, will be duly and validly issued, fully-paid and nonassessable. -9- I hereby consent to the inclusion in said Registration Statement of this opinion as an exhibit thereto. Sincerely yours, /s/ Robert C. Walker ROBERT C. WALKER Senior Vice President and General Counsel -10- EX-24 3 Exhibit 24(i)(a) CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the inclusion in this registration statement of The Hartford Steam Boiler Inspection and Insurance Company on Form S-8 of our report dated January 27, 1997, on our audits of the consolidated financial statements and financial statements schedules of The Hartford Steam Boiler Inspection and Insurance Company as of December 31, 1996, 1995, and 1994, which report is incorporated by reference in this Annual Report on Form 10-K and 10-K/A. /s/ Coopers & Lybrand L.L.P. Coopers & Lybrand L.L.P. Hartford, Connecticut June 19, 1997 -11- EX-25 4 Exhibit 25 POWER OF ATTORNEY We, the undersigned directors of The Hartford Steam Boiler Inspection and Insurance Company do hereby individually appoint Robert C. Walker and Roberta A. O'Brien, and each of them singly, with full power of substitution to each, our true and lawful attorneys-in-fact with full power to them and each of them singly, to sign for us in our names and in the capacities stated below a registration statement on Form S-8 covering The Hartford Steam Boiler Inspection and Insurance Company 1995 Stock Option Plan and any and all amendments to said Form S-8, including post-effective amendments, and generally to do all such things in our name and on our behalf in our capacities as directors that will enable the Company to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, which relate to said Form S-8 and the filing thereof; hereby ratifying and confirming all that said attorneys or any of them, shall do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this Power of Attorney has been signed by the following persons in the capacities and on the date indicated. (Signature) (Title) (Date) - ------------ --------------- ------ /s/ Gordon W. Kreh President, Chief April 24, 1997 Gordon W. Kreh Executive Officer and Director /s/ Richard H. Booth Richard H. Booth Director April 24, 1997 /s/ Colin G. Campbell Colin G. Campbell Director April 24, 1997 -12- (Signature) (Title) (Date) - ----------------------------------------------------------------------------- /s/ Richard G. Dooley Richard G. Dooley Director April 24, 1997 /s/ William B. Ellis William B. Ellis Director April 24, 1997 /s/ E. James Ferland E. James Ferland Director April 24, 1997 /s/ Simon W. Leathes Simon W. Leathes Director April 24, 1997 /s/ Lois D. Rice Lois D. Rice Director April 24, 1997 /s/ John M. Washburn, Jr. John M. Washburn, Jr. Director April 24, 1997 /s/ Wilson Wilde Wilson Wilde Director April 24, 1997 -13- -----END PRIVACY-ENHANCED MESSAGE-----